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TWELFTH AMENDMENT TO PURCHASE AGREEMENT
This Twelfth Amendment to Purchase Agreement (the "Twelfth
Amendment") dated the ___ of December, 2005, by and between AEI
REAL ESTATE FUND XVIII LIMITED PARTNERSHIP, a Minnesota limited
partnership of 1300 Wells Fargo Place, St. Paul, Minnesota
("Seller") and TEXAS TACO CABANA, L.P., a Texas limited
partnership of 8918 Tesoro Drive, Suite 200, San Antonio, Texas
78217 ("Buyer").
RECITALS
WHEREAS Seller and Buyer entered into a certain Purchase
Agreement dated May 21, 2003 covering real property commonly
known as 7339 San Pedro Avenue, San Antonio, Texas as more
particularly described therein (the "Purchase Agreement"); and
WHEREAS by First Amendment to Purchase Agreement dated
July 18, 2003, the Seller and Buyer extended the Due Diligence
Period thirty (30) days to expire August 20, 2003; and
WHEREAS by Second Amendment to Purchase Agreement dated
August 12, 2003, the Buyer and Seller extended the Due
Diligence Period sixty (60) days beyond August 20, 2003 to
October 20, 2003; and
WHEREAS by Third Amendment to Purchase Agreement dated
October 16, 2003, the Seller and Buyer extended the Due
Diligence Period beyond October 20, 2003 to February 17, 2004;
and
WHEREAS by Fourth Amendment to Purchase Agreement dated
February 17, 2004, the Seller and Buyer, among other things
extended the Due Diligence Period to April 16, 2004 and
provided for two (2) additional, thirty (30) day extension
periods beyond April 16, 2004; and
WHEREAS by Fifth Amendment to Purchase Agreement dated
June 10, 2004, the Seller and Buyer, among other things,
extended the Due Diligence Period to September 16, 2004 and
provided for two (2) additional, thirty (30) day extension
periods beyond September 16, 2004; and
WHEREAS by Sixth Amendment to Purchase Agreement dated
November 9, 2004, the Seller and Buyer, among other things,
extended the Due Diligence Period to January 17, 2005 and
provided for three (3) additional, thirty (30) day extension
period beyond January 17, 2005; and
WHEREAS by Seventh Amendment to Purchase Agreement dated
January 13, 2005, the Seller and Buyer, among other things,
extended the Due Diligence Period to March 17, 2005; and
WHEREAS by Eighth Amendment to Purchase Agreement dated
March 4, 2005, the Seller and Buyer, among other things,
extended the Due Diligence Period to May 16, 2005 and provided
for two (2) additional thirty (30) day extension periods beyond
May 16, 2005; and
WHEREAS by Ninth Amendment to Purchase Agreement dated
July 14, 2005, the Seller and Buyer, among other things,
extended the Due Diligence Period to September 15, 2005; and
WHEREAS by Tenth Amendment to Purchase Agreement dated
September 8, 2005, the Seller and Buyer, among other things,
extended the Due Diligence Period to October 15, 2005; and
WHEREAS by Eleventh Amendment to Purchase Agreement dated
October 13, 2005, the Seller and Buyer, among other things,
extended the Due Diligence Period to December 15, 2005; and
WHEREAS Buyer and Seller desire to amend the Purchase
Agreement to extend the Due Diligence Period as more fully set
forth hereinafter.
NOW, THEREFORE, for and in consideration of the sum of ten
and 00/100 Dollars ($10.00) the terms, conditions and mutual
covenants and agreements contained herein, and other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Seller and Buyer agree to amend the terms
of the Purchase Agreement as follows:
1. The introduction and Whereas paragraphs above are
incorporated into this section by reference as if more
fully set forth herein.
2. All capitalized terms used herein shall have the same
meaning as ascribed to them in the Purchase Agreement
unless a contrary meaning is specifically set forth
herein.
3. Section 6 of the Purchase Agreement is hereby amended to
extend the Due Diligence Period so that the Due Diligence
Period shall now expire on March 31, 2006.
4. All other dates in the Purchase Agreement that are
dependent upon the Due Diligence Period shall be calculated
based on the expiration date for the Due Diligence Period of
March 31, 2006.
5. Except as modified herein, all other terms, conditions,
and covenants in the Purchase Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties have hereunto signed this
Twelfth Amendment.
TEXAS TACO CABANA, L.P.
By: T.C. Management, Inc., A
Delaware corporation, it
general partner
By: /s/ William E Myers
Name: William E. Myers
Title: Vice President
AEI REAL ESTATE FUND XVIII
LIMITED PARTNERSHIP
By: AEI Fund Management XVIII,
Inc., a Minnesota
corporation, it corporate
general partner
By: /s/ Patrick Keene
Name: Patrick Keene
Title: Chief Financial Officer